The Chairman and CEO of Fox Filmed Entertainment addressed 2014 graduates of USC‘s School of Cinematic Arts today at the Shrine Auditorium near the LA campus. Prior to Jim Gianopulos‘s speech, Marvel President and USC alumnus Kevin Feige received the school’s Mary Pickford Alumni Award, remembering his own time as a Trojan and sharing advice for the program’s aspiring filmmakers. Gianopulos joined the SCA Board of Councilors last year. Here’s a full transcript of Gianopulos’ speech, followed by highlights of Feige’s:

Congratulations Kevin on receiving the Mary Pickford foundation Award. It’s very well deserved for the great Marvel films you’ve produced, and I wish you continued success, as long as your movies aren’t opening on the same weekend as ours!

Dean Daley, distinguished faculty, guests and—most important—all of you graduates in the class of 2014—it is an honor and a thrill for me to be here today.

I’d like to make one thing clear right away—I am not here to give you life-changing advice. As someone who’s worked in Hollywood for many years, the only thing I can tell you with certainty is… stay off the 405.

I have no easy answers, no mandated rules for living, no reminders to floss. The great journey you’re about to embark upon will be about exploring questions and finding your own answers to them, and trust me, it’s way better than thinking you have all the answers already.

Even now, all these years and films later, I certainly don’t have all of them. All I can do is convey some thoughts from my experience, and the wisdom of great filmmakers I’ve worked with and admired, and hopefully they will give you a sense of where to find your answers along the way.

I envy you, not only for your youth, but also mostly for the life experience that awaits you. I’ve been blessed to play a part in an industry I truly love, and still cherish every day. Your journey will be different, everyone’s is, but if you have passion for what you do, you’ll enjoy every moment of it.

Here’s my story: I grew up in Brooklyn, a child of first generation Greek immigrants. I never imagined that I would end up where I am, and it still surprises me, but the primary reason it happened was because I had a love of film and a desire to be a part of it, and that’s a great place to start.

As a kid my grandfather took me to movies every chance he got, for two reasons: to improve his English, and to hang out with me. He loved films—all of them—and his passion was contagious.

We saw everything, often driven more by the theater’s geographic proximity than what was playing, so we saw some that, frankly, aspired to Razzie Awards. But for the most part, I was exposed to some of the greatest films of all time- West Side Story, Spartacus, Doctor Zhivago, The Sound Of Music, The Great Escape.

An ancillary benefit was that my grandfather wasn’t really focused on ratings or content, so as a pre-pubescent kid I saw films like La Dolce Vita, The Collector and Lolita, far too early, but that was fine with me. I had no way of knowing it then, but as I look back on those wonderful Sunday afternoons in Brooklyn, I realize now that my grandfather was providing me with my first education—and my main inspiration—for a career in Hollywood.

I came up through the business side of the film industry, and while along the way I developed creative insights into what makes movies work, how they’re made and how to market them, I’ve always taken greatest pride that my role is to enable the creative achievements of those I’ve been privileged to work with, and it all began with a love of movies.

I urge you, as you find your own voice and tell your own stories, never to stop watching films and appreciating the work done by others- all kinds of cinema, big films, small ones, edgy ones, foreign ones, short ones, long ones, odd ones, they all provide insights and ideas, and you can’t define your own future without understanding what’s gone before you and what is being done around you. All films provide insights and ideas, and even great directors have admitted to borrowing from others –

Marty Scorsese, one of the greatest, once said,

“Sometimes when you’re heavy into the shooting or editing of a picture, you get to the point where you don’t know if you could ever do it again. Then suddenly you get excited by seeing somebody else’s work.

Another brilliant director, the late Tony Scott, put it another way-

“I’m the best plagiarist in the world. I steal from the best. I like to call it homage.”

Look back to the day you started this program, and think about what has been added to your lives since then. Other than the massive debt, I mean. Obviously you know more about making movies than you used to. About how to frame a shot, create an effect, edit a scene. But it’s probably also true that if these last few years have taught you anything, it’s how much you don’t know, and that the most valuable part of your journey is not the knowledge you’ve gained, but the curiosity you’ve cultivated, the questions you’ve learned to ask.

One reason I don’t have all the answers for you is that there is no formula to great creativity. Good storytelling isn’t easy and there aren’t any easy answers. If all it took to make a hit film were putting slot A into slot B everyone at Ikea would be an Oscar winner.

A pretty smart guy once said,

“I have no special talent. I am only passionately curious.”

That was Albert Einstein.

Your questions will become the stories you’ll tell, because ultimately, filmmaking is story telling. And stories are told by people with a sense of wonder, a desire to explore new ways of looking at the world, to relate to what’s there and to explore what others don’t see.

The best filmmakers I know are always the most curious. They’re travelers, readers, lovers of art and food and music, of new experiences. They’re the explorers, the searchers, the inventors.

A couple years ago, Jim Cameron, while converting Titanic to 3D and writing the Avatar sequels, took some time off to cram himself into a pressurized tube and became the first person to sink to the furthest depths of the ocean, deeper than anyone had gone before. He did this because, well, you might say because he is certifiably insane.

But he also did it because he just couldn’t stop wondering what it was like down there. What the marine life might look like, if there was any life. How it would feel to be that alone, how to engineer something to get you there.

Great films — great anythings — are not made by people who have answers, they’re made by people with lots of questions.

John Boorman, another brilliant director, once said:

“Making movies is itself a quest. A quest for an alternative world, a world that is more satisfactory than the one we live in. That’s what first appealed to me about making films. It seemed to me a wonderful idea that you could remake the world, hopefully a bit better, braver, and more beautiful than it was presented to us.”

You’ve been given a great education in the art of story telling—the best in the world. And now you are being given a great opportunity to use your acquired skills to tell new stories in new ways. The questions you ask through your stories can be incredibly powerful. They can change the way people think and feel, alter the way they see themselves and others.

If you assemble the right images and right words, sound, and music you can make something that changes the world through the boundless potential of creativity. And it all starts with the questions you ask.

George Lucas put it this way:

“Learning to make films is very easy. Learning what to make films about is very hard.”

I know that may seem daunting at this stage of your career, and it’s to be expected. You’ve still a way to go before your first massive success.

Don’t worry about making your masterpiece just yet, although you might just do so. For now, get a camera, recruit your friends or your mom or your neighbors’ dog and make movies. Tell stories, invent characters, or just show the world around you through your cinematic vision. The rest you can leave up to your agent.

One of the great opportunities you have is that unlike any other time in cinema history, anything you can imagine, you can put on the screen, and that’s an incredible gift.

There have been enormous achievements over the years in film images, from George Melies’ A Trip to the Moon to King Kong to Ray Harryhausen to your own patron saint here, George Lucas. As a result of technological advances in every aspect of filmmaking, the potential for realizing your storytelling has never been as great as it is today.

After enumerable versions of the Planet of the Apes series, some great, some good, some not so much, it wasn’t until 2011 that we had the tools to employ motion-capture technology to reinvent the franchise and make a film that was a critical and financial success. We still needed a great story, in this case the origin tale, but our filmmakers had the tools to completely reconceive it.

The MoCap technology allowed us to render the full range of Andy Serkis’ brilliant and subtle performance as the ape Caesar, in a film that his (human) face never actually appeared in.

If all it took was using the latest gizmo in the flashiest way, then Bwana Devil would be the top grossing film of all time. What, you never heard of Bwana Devil?
Well, it was the very first 3D film ever shown in theaters, in 1952. I have a poster of it in my office, given to me by Jim Cameron, when we were prepping our own 3D extravaganza, Avatar, a few years ago. Partially, I think, as a way of reminding us both what we were trying to achieve. Or, rather, what we were trying not to achieve. If you utilize technology like 3D only to scare an audience with flying axes and lurching creatures, you end up making a forgotten sideshow. Jim certainly didn’t do that, and in the process he reinvented cinema.

If you want to create a whole, new, believable cinematic experience, if you are curious about what it might be like to be a boy stuck on a small boat in the middle of the ocean with a Bengal tiger, you use technology the way Ang Lee did in Life of Pi.

By the way, we tried making that movie with a real boy and a real tiger in the boat, but it turns out tigers don’t like either boats or boys, and we quickly figured out that wasn’t such a great idea. Once again, technology made the impossible possible, and that’s why people came to see that movie, and why Ang won an Oscar for his direction.

But remember, technology is always in service of your story, never the end result.

The human element, the deep need to know what drives every character’s journey, that’s the question at the heart of every great movie, and a truly gifted filmmaker makes the hero’s quest his own. His or her passion is the one indispensable ingredient in every good film. We’ve seen this many times at Fox, from Braveheart to Juno, from Patton to Napoleon Dynamite, Butch Cassidy and the Sundance Kid to Borat, and through the realization of so many great characters over the decades.

And every quest leads to surprise. Questions don’t always take us where we thought they would. Many of the greatest inventions of all time—penicillin, nylon, the Slinky —were accidents. Accidents that happened because someone was following their curiosity wherever it led them.

In pursuing your questions, never forget the need to be bold, to reach beyond boundaries- the boundaries of others, and your own. Great films are original and, by definition, that’s where no one has gone before. The greatest directors know that well. Quentin Tarantino said,

“I don’t ever want to fail, but I want to risk failure every time out of the gate.”

And Francis Ford Coppola went a step further when he said,
“Cinema without risk is like having no sex and expecting to have a baby. You have to take a risk.”

Today, as you begin a new chapter in your life, your own story might seem murky and confused, or clearly laid out as predictably as a bad romantic comedy. But I promise you, no matter how carefully you plan, you’ll never know how it will turn out. As I said, I don’t have the answers, but I can tell you this: The one thing that you can be sure of is, everything changes.

You will be surprised. Changes in your interests and direction will come from moments of insight and inspiration in unpredictable ways. Next week, or two or ten years from now, you will sit next to someone on a plane, who years later will end up giving you a job, or proposing to you, or spilling hot coffee on your leg and providing the inspiration for your Academy Award-winning short film, My Wet Pants. You just never know. But if you live your life with curiosity it will change. It will change because of the people you meet, the films you make, and most of all, the questions you ask and the answers you find along the way.

A creative life is always many lives, a constant process of reinvention. It thrives on new experience, on movement. It requires stamina, agility and vision.
It won’t always be easy. Change can mean disappointment, and disappointment can sting, there’s no doubt about it. But a life without pain is no life at all. If you can learn to welcome disappointment as the necessary cost of ambition and curiosity it can be a powerful source of inspiration and even personal transformation.

Never forget, you have chosen the greatest profession in the world: storytelling, a creative role full of wonder and curiosity. It’s what drew most of you to this journey in the first place, I’m sure. And if you can manage to relish that choice—through all the bumps and bruises that are bound to come your way—I promise it is what will sustain and reward you, in ways you can’t even imagine yet, for many years to come.
The friendships you’ve made here at USC have already changed your lives, and they will continue to do so. They’ve become sources of moral and emotional support and creative ideas, and, okay, probably a few heated creative exchanges and bad dates, but that’s all right—it’ll all make for lots of good stories. And after today these friendships and the new ones you’ll make will go on to provide not just memories and anecdotes but an active and ongoing sustenance.

Treasure them, and you treasure your questions. They will serve as your most reliable guides, to yourself and to the world. But in the event that they fail you, if you should find yourself in a jam with no way forward, just remember this: Stay Off the 405. It’ll only make things worse.
Thank you, and good luck to all of you.

Friday’s USC audience heard Marvel’s Feige recall his youth in New Jersey spent dreaming of attending the cinema institution where idols such as George Lucas, Ron Howard, Robert Zemeckis and more studied. Feige revealed that as an undergrad he’d applied to USC’s film school — and had been rejected — five times before being accepted. “If there are any of you here today who were accepted the first time you applied, I feel sorry for you,” he quipped. “[Rejection] will help you build up the tolerance, the resistance, and hopefully it makes it easier to keep going, keep trying.”

On the day of celebration Feige also issued a sage warning to the new grads. “The hard-earned USC diploma is not a golden ticket to success,” he said. “It could be a golden ticket to one of the many ‘USC mafia’ members taking your call and getting interviews. But that said, … I’ve produced some very big movies, I’ve seen and spoken with some very powerful and famous people. I’ve gotten to know people I’ve looked up to since I was a kid. I have met and I have made movie stars. But I have also picked up hundreds of people’s lunch orders. I have washed dozens of cars. I’ve walked other people’s dogs. I’ve chauffeured people’s dogs. I’ve gathered dry cleaning, spent thousands of hours making copies and answering phones, and I did all of those things the very best I could. … No one is going to help you achieve your dreams unless you can do the seemingly simple tasks first. No matter what your diploma says.”